Atlantic Union Bankshares Corporation · NYSE:AUB
Atlantic Union Bankshares — Union Bankshares — Merger or Acquisition (July 2009)
45 slides from Atlantic Union Bankshares's merger presentation, Jul 28, 2009
Slide 1: Investor Presentation July 2009
Investor Presentation July 2009 Exhibit 99.2
Slide 2: Forward Looking Information
Forward Looking Information Certain statements in this report may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that include projections, predictions, expectations or beliefs about future
Slide 3: Overview
Overview One of the Largest Virginia-Based Financial Services Organization Holding Company formed in 1993 Assets of $2.6 Billion Comprehensive financial services provider offering: banking, mortgage, investment, brokerage and insurance Proven merger integrator
Slide 4: Helping People Find Financial Solutions
“Helping People Find Financial Solutions” Purpose Statement
Slide 5: Values
Values Customer Focus Knowledge Integrity & Trust Respect Partnership
Slide 6: Population Change, 2000-2008
Population Change, 2000-2008 I Gained 10,000 and over BB cainea 3,000 to 9,999 BB Gained 1,000 to 2,999 LD Gained under 1,000 Lost population & UNION BANKSHARES, ‘CORPORATION
Slide 7: )-2008
)-2008
Slide 8: Virginia Population Expansion
Virginia Population Expansion Source: Weldon Cooper Center, UVA
Slide 9: Experienced Leadership
Experienced Leadership Varied Backgrounds Experienced Market Disruptions Problem solvers Gray Hair
Slide 10: Experienced Management Team
Experienced Management Team Senior Leadership Team (18) (includes Exec Mgmt Team) Average Executive Management Team (5) Average Total Years in Banking Yrs in Pos Age
Slide 11: Union Bankshares
UNION BANKSHARES ‘oenamivsoee
Slide 12: Strong Balance Sheet Growth
$1,264,841 $1,362,254 $1,549,445 $1,747,820 $1,874,088 $1,871,506 $0 $400,000 $800,000 $1,200,000 $1,600,000 $2,000,000 $2,400,000 2009 Q2 Strong Balance Sheet Growth $1,672,210 $1,824,958 $2,092,891 $2,301,397 $2,551,932 $2,615,447 $0 $500,000 $1,000,000 $1,500,000 $2,000,000 $2,500,000 $3,000,000
Slide 13: Loan Composition Q2 2009
Loan Composition Q2 2009 1-4 Family Loans 15.64% Second Mortgages 1.95% Commercial RE Loans 29.82% Other Loans 2.17% Commercial Loans 7.71% Credit Card Loans 0.77% Other Consumer Loans 8.83% Home Equity Loans 10.46% Construction Loans 22.66%
Slide 14: Commercial Real Estate
Commercial Real Estate Commercial Real Estate Portfolio by Type Small Mixed Use Building, 3.9% Multi Family, 6.8% Retail, 14.3% Office, 7.1% Office Warehouse, 9.9% Hotel, Motel, B&B, 5.8% Special Use, 6.2% Other, 2.0% Owner-Occupied Commercial RE, 44.1% Q2 2009
Slide 15: Construction & Land Development
Construction & Land Development Q2 2009 Construction, Land Development, and Other Land Loans by Type Raw Land, 20.4% Consumer Construction, 3.9% Other, 2.8% Land Development / Commercial Lots, 18.8% Construction Loans to Builders, 13.6% Residential Builder Lots, 10.4% Residential Non-Builder Lots, 8
Slide 16: Asset Quality
1.30% -0.06% 0.19% 1.26% 0.03% 0.09% 1.24% 0.01% 0.10% 1.11% 0.03% 0.06% 1.36% 0.21% 0.55% 1.58% 0.63% 0.86% -0.20% 0.00% 0.20% 0.40% 0.60% 0.80% 1.00% 1.20% 1.40% 1.60% 2009 Q2 Allowance to Loans Charge-offs to Avg Loans, Net Provision for loan losses as % of average loans Asset Quality Annualized
Slide 17: Asset Quality
Asset Quality $0 $6,000 $12,000 $18,000 $24,000 $30,000 $36,000 $42,000 $48,000 $54,000 $60,000 2009 Q2 Allowance for Loan Losses Nonperforming assets
Slide 18: NPAs by Type
NPA’s by Type Q2 2009 NPAs by Type Commercial, 7.3% Commercial Non Owner- Occupied, 15.3% Commercial Owner-Occupied, 0.6% Construction and Land Development, 43.4% Consumer, 3.3% OREO, 26.2% OREO / Real Estate Investment, 1.9% Other, 2.1%
Slide 19: NPAs by Market
NPA’s by Market NPAs by Market Charlottesville, 7.3% Richmond, 14.0% Fredericksburg, 22.9% Northern Neck, 24.7% Hampton Roads, 0.6% Rappahannock, 25.0% Northern Virginia, 5.5% Other, 0.0% Q2 2009
Slide 20: Virginia Peer Bank Comparison
‘oenamivsoee GV” — [CELE Tota} Assets ($000) NCOs/Avg Loans (%) Reserves/NPAs (%) NPAs/Total Assets (%) 220 so 30 ‘roa 20081 200801 200801 200801 — Stato Ticker H ‘ ‘ ‘ Fownetank va Town $3,305,821 o1 21160 oat Hampton Roads Bankshares inc. VA MPR $3,090 724 bo3 26.43 233 StelsrOne Corp Va Stet $290
Slide 21: Delinquency
Delinquency Source: SNL 2009 Q1 UBSH Peer Median NCLs/Lns: Tot Real Estate Lns (%) 2.22% 3.77% NCLs/Lns: Const&Dev Lns (%) 5.00% 10.17% NCLs/Lns: Rev 1-4 Fm Lns (%) 0.60% 0.53% NCLs/Lns: Clsd-end 1-4 Fm Lns (%) 1.08% 1.80% NCLs/Lns: Total 1-4 Fm Lns (%) 0.92% 1.46% NCLs/Lns: Multifamily Lns (%) 0.00
Slide 22: Loan/Deposit Growth
Loan/Deposit Growth $0 $200,000 $400,000 $600,000 $800,000 $1,000,000 $1,200,000 $1,400,000 $1,600,000 $1,800,000 $2,000,000 2009 Q2 Loans Deposits
Slide 23: Deposit Composition
Deposit Composition 0.00% 5.00% 10.00% 15.00% 20.00% 25.00% 30.00% DDA NOW MMDA Savings CD<100K CD>100K 2009 Q2
Slide 24: Net Interest Margin
Net Interest Margin 0.00% 0.50% 1.00% 1.50% 2.00% 2.50% 3.00% 3.50% 4.00% 4.50% 5.00%
Slide 25: Net Income - Quarterly
Net Income - Quarterly $5,148 $5,641 $5,357 $3,610 $3,652 $4,333 $4,255 $2,274 $1,753 $953 $0 $1,000 $2,000 $3,000 $4,000 $5,000 $6,000 2007 Q1 2007 Q2 2007 Q3 2007 Q4 2008 Q1 2008 Q2 2008 Q3 2008 Q4 2009 Q1 2009 Q2
Slide 26: Non-Interest Expense less Non-Interest Income/Average Assets
Non-Interest Expense less Non-Interest Income/Average Assets 1.86% 1.89% 1.97% 2.24% 2.06% 2.01% 0.00% 0.50% 1.00% 1.50% 2.00% 2.50% 3.00% 2009 Q2 Net Noninterest Expense/AA
Slide 27: Capital
Capital 11.63% 12.14% 12.78% 11.67% 14.56% 14.43% 7.48% 7.82% 6.75% 6.45% 6.09% 6.03% 0.00% 2.00% 4.00% 6.00% 8.00% 10.00% 12.00% 14.00% 16.00% 2009 Q1 Tier 1 risk-based capital ratio Total risk-based capital Tier 1 capital to average adjusted total assets Tangible Equity/Tangible Assets
Slide 28: Stock at a Glance
Stock at a Glance Shares Outstanding 13,595,004 52 Week Trading Range $9.00 - $29.20 Stock Price (7/23/09) $15.95 Market Cap (7/23/09) $216.84M Tangible Book Value Per Share $11.25 P/E (trailing 12 Months) 18.33
Slide 29: Union Bankshares
UNION BANKSHARES Wan ata weetae
Slide 30: Creating Richmond and Central Virginia's Bank of Choice
& Creating Richmond and Central Virginia’s Bank of Choice
Slide 31: Merger Highlights Pro Forma Footprint
Merger Highlights Pro Forma Footprint Pro Forma Franchise Pro forma Company becomes the largest community bank in Virginia $4.0 billion in assets Mid-Atlantic franchise with strong presence in high growth Virginia markets Moves UBSH from 11 th to 6 th in deposit market share in Virginia; from th to
Slide 32: Pro Forma Deposit Market Share
Virginia Market Share Richmond MSA Market Share Total Total Deposits Market Branch in Market Share Rank Institution Count ($000) (%) Total Total Deposits Market Branch in Market Share Rank Institution Count ($000) (%) Pro Forma Deposit Market Share Source: SNL Financial Deposit data as of 6/30/2008;
Slide 33: Corporate Structure Pro Forma Overview
Corporate Structure Pro Forma Overview Chairman: Ronald L. Hicks (UBSH) Chief Executive Officer:G. William Beale (UBSH) President: David J. Fairchild (FMB) Chief Financial Officer: D. Anthony Peay (UBSH) Chief Banking Officer: John C. Neal (UBSH) * Depends on regulatory, SEC and shareholder approval
Slide 34: Transaction Detail
th Transaction Detail Consideration: (1) 100% Common Stock Preferred Shares: First Market’s outstanding $10.0 million 9.0% preferred shares will be converted into common equity Shares to be Issued: Common Shareholders: 6.7 million shares Preferred Shareholders: 703 thousand shares (2) Pre-Conversion
Slide 35: Price / Tangible Book Value, Core Deposit Premium
Price / Tangible Book Value (1) (%) Core Deposit Premium (2) (%) Comparable Acquisitions UBSH / First Market Comparable Transactions 1.7 13.8 0.0 10.0 20.0 30.0 40.0 UBSH / First Market Comparable Transactions Source: SNL Financial and company filings Comparable transactions do not include merger of
Slide 36: Deposits Over Time First Market Overview
Deposits Over Time ($mm) First Market Overview Virginia’s largest community bank – Assets: $1.3 billion – Gross Loans: $1.0 billion – Deposits: $1.1 billion – Tangible Common Equity: $79.4 million Successful partnership with Ukrop’s Super Markets, Inc. 39 branches – 13 traditional branches – 26 supe
Slide 37: Supermarket Relationship
Branch Deposit Median Size Range Deposits Quartile ($MM) ($MM) Supermarket Relationship • Successful supermarket partnership generates retail customer relationships Median Aggregate Deposits of In-Store Locations ($MM) In-Store Locations Open 5+ Years* In-Store locations generate over 75% of retail
Slide 38: Due Diligence Process Asset Quality
Due Diligence Process Asset Quality • Performed extensive due diligence – Financial and legal due diligence – Credit due diligence conducted by management and third party loan review specialists • Reviewed all non-performing, substandard and watch-list loans in excess of $250 thousand • Reviewed 66%
Slide 39: Capital Impact
Leverage Ratio (%) Total Capital Ratio (%) 13.83 13.56 12.67 11.00 12.00 13.00 14.00 15.00 UBSH Stand Alone First Market Stand Alone Pro Forma 5.98 5.97 5.65 3.00 4.00 5.00 6.00 7.00 UBSH Stand Alone First Market Stand Alone Pro Forma 10.87 9.23 9.71 8.00 9.00 10.00 11.00 12.00 UBSH Stand Alone Firs
Slide 40: Acquisition Blueprint
Acquisition Blueprint Good Demographics / Growth Market OR …Unique Product / Service (e.g. Trust, Wealth Management) Management Retention Thorough Due Diligence Process Low Integration Risk EPS Accretive Tangible Common Equity to Assets above 5.5%
Slide 41: Summary
Summary Attractive branch footprint in growth markets that will recover early Experienced management team Proven acquirer and integrator
Slide 42: Proven Merger Integrator
Proven Merger Integrator Major operations consolidation in Acquisition and integration of Northern Neck State Bank King George State Bank Rappahannock National Bank Mortgage Capital Investors Guaranty Bank Numerous branch acquisitions
Slide 43: Additional Information and Where to Find It
Additional Information and Where to Find It In connection with the proposed merger transaction with First Market Bank, Union has filed with the Securities and Exchange Commission (the “SEC”) a preliminary proxy statement. The definitive proxy statement will be sent to the stockholders of Union seeki
Slide 44: Caution Regarding Forward-Looking Statements
Caution Regarding Forward- Looking Statements Certain statements made in this release may be considered forward-looking statements. Such statements speak only as of the date of this release and are based on current expectations and involve a number of assumptions. These include statements as to the
Slide 45: Union Bankshares
UNION BANKSHARES ‘oenamivsoee